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SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
QUARTERLY REPORT ON THE
CONSOLIDATED RESULTS
FOR THE FOURTH QUARTER ENDED
31 DECEMBER 2016
(The Figures in this Quarterly Report have not been Audited)
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 1 of 21
1. Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Fourth
Quarter (Twelve-Month Period) ended 31 December 2016(1) (Unaudited)
a. Revenue
Individual Quarter Cumulative Quarter
Current
Year
Quarter
Preceding
year
Corresponding
Quarter
Current
financial
period
Preceding
financial
period
31/12/16 31/12/15(2) 25/05/16-
31/12/16
25/05/15-
31/12/15(2) RM’000 RM’000 RM’000 RM’000
Revenue 731,769 NA 1,395,229 NA
Cost Operation (600,845) NA (1,137,958) NA
Gross profit 130,924 NA 257,271 NA
Other Operating Income 410 NA 483 NA
Administrative Expenses (18,340) NA (73,115) NA
Result from operating
income
112,994 NA
184,639 NA
Finance Income 1,412 NA 1,799 NA
Finance Costs (10,486) NA (19,064) NA
Net finance costs (9,074) NA (17,265) NA
Profit before tax 103,920 NA 167,374 NA
Tax expense (7,216) NA (11,241) NA
Profit for the period 96,704 NA 156,133 NA
Items that may be
reclassified subsequently to
profit or loss:
Foreign currency translation
differences for foreign
operations
3,713 NA (479) NA
Total comprehensive income
for the period
100,417 NA
155,654 NA
Profit for the period
attributable to:
Owner of the Company 100,223 NA 156,148 NA
Non-controlling interest 194 NA (494) NA
Total profit for the period 100,417 NA 155,654 NA
b. Earnings per share
Individual Quarter Cumulative Quarter
Current Year
Quarter
Preceding year
Corresponding
Quarter
Current
financial
period
Preceding
financial
period
31/12/16 31/12/15(2) 25/05/16-
31/12/16
25/05/15-
31/12/15(2)
Basic/Diluted (sen) 9.42 NA 14.68 NA Note:
(1) The Condensed Consolidated Statement of Profit or Loss should be read in conjunction with the
Accountants' Report as disclosed in the Prospectus of the Company dated 30 December 2016 and the
accompanying explanatory notes attached to these interim financial statements.
(2) No comparative figures for the preceding year and preceding quarter are presented as this is the
second interim financial report on the consolidated results for the period ended 31 December 2016
being announced by the Company in compliance with the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad.
NA Not applicable.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 2 of 21
2. Condensed Consolidated Statement of Financial Position as at 31 December 2016(1) (Unaudited)
Unaudited Unaudited
As at end of current
financial period
Preceding financial
period
31/12/16 31/12/2015(2) RM’000 RM’000
Assets
Property, plant and equipment 489,984 NA
Investment in associates 12,220 NA
Other investments 106 NA
Intangible assets 3,836 NA
Deferred tax assets 668 NA
Total non-current assets 506,814 NA
Inventories 465,844 NA
Trade and other receivables 698,095 NA
Deposit and prepayments 8,193 NA
Current tax assets 44 NA
Other Investments - NA
Cash and cash equivalents 227,542 NA
Total current assets 1,399,718 NA
Total assets 1,906,532 NA
Equity
Share capital 531,800 NA
Merger Reserve (434,710) NA
Other reserves 77,899 NA
Retained earnings 592,173 NA
Total equity attributable to owners of the
company 767,162 NA
Non-controlling interest 6,946 NA
Total equity 774,108 NA
Liabilities
Deferred tax liabilities 15,587 NA
Loans and borrowings 19,242 NA
Employee benefits 500 NA
Total non-current liabilities 35,329 NA
Trade and other payables 497,831 NA
Loan and borrowings 586,823 NA
Current tax payable 12,441 NA
Total current liabilities 1,097,095 NA
Total liabilities 1,132,424 NA
Total equity and liabilities 1,906,532 NA
Net assets per share (sen)(3) 72.74 NA
Note:
(1) The Condensed Consolidated Statement of Financial Position should be read in conjunction with the
Accountants' Report as disclosed in the Prospectus of the Company dated 30 December 2016 and the
accompanying explanatory notes attached to these interim financial statements.
(2) No comparative figures for the preceding year and preceding quarter are presented as this is the
second interim financial report on the consolidated results for the period ended 31 December 2016
being announced by the Company in compliance with the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 3 of 21
3. Condensed Consolidated Statement of Financial Position as at 31 December 2016(1) (Cont’d)
(Unaudited)
(3) Based on the issued and paid up share capital of 1,063,600,000 ordinary shares after the Pre-IPO Exercise
but before the IPO as detailed in Note B4.
NA Not applicable
(The rest of the page is left intentionally blank)
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 4 of 21
4. Condensed Consolidated Statement of Cash Flows for the Fourth Quarter (Twelve-Month Period)
ended 31 December 2016(1) (Unaudited)
Unaudited Unaudited
As at end of
current
financial period
As at end of
preceding
financial period
31/12/16 31/12/15(2) RM’000 RM’000
Cash flow from operating activities
Profit before tax 167,374 NA
Adjustment for :
Depreciation of property, plant and equipment 28,641 NA
Allowance for diminution in value of other
investments
54 NA
Unrealised foreign exchange loss 230 NA
Finance income (1,799) NA
Finance costs 19,064 NA
Post-employment benefits 96 NA
Property, plant and equipment written off 431 NA
Operating profit before changes in working capital 214,091 NA
Changes in working capital:
Inventories (190,341) NA
Trade and other receivables (127,706) NA
Trade and other payables 138,886 NA
Cash generated from operations 34,930 NA
Tax paid (364) NA
Interest paid (695) NA
Net cash from operating activities 33,871 NA
Cash flow from investing activities:
Acquisition of property, plant and equipment (108,253) NA
Interest received 1,799 NA
Increase in term deposits pledged to banks (15,102) NA
Increase in other investments (8,830) NA
Purchase of intangible assets (2) NA
Net cash used in investing activities (130,388) NA
Cash flow from financing activities
Interest paid (18,369) NA
Net proceeds from loans and borrowings 92,039 NA
Net cash from financing activities 73,670 NA
Net decrease in cash and cash equivalent (22,847) NA
Effect of exchange rate fluctuation on cash held 3,838 NA
Cash and cash equivalents at beginning of period 62,491 NA
Cash and cash equivalents at end of period 43,482 NA
Term deposits placed with licensed banks 173,816 NA
Cash and bank balances 53,726 NA
227,542 NA
Less: Bank overdrafts (10,244) NA
Less: Deposits pledged (173,816) NA
43,482 NA
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 5 of 21
4. Condensed Consolidated Statement of Cash Flows for the Fourth Quarter (Tweleve-Month Period)
ended 31 December 2016(1) (Cont’d) (Unaudited)
Note:
(1) The Condensed Consolidated Statement of Cash Flows should be read in conjunction with the
Accountants' Report as disclosed in the Prospectus of the Company dated 30 December 2016 and the
accompanying explanatory notes attached to these interim financial statements.
(2) No comparative figures for the preceding year and preceding quarter are presented as this is the second
interim financial report on the consolidated results for the period ended 31 December 2016 being
announced by the Company in compliance with the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.
NA Not applicable.
(The rest of the page is left intentionally blank)
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 6 of 21
5. Condensed Consolidated Statement of Changes in Equity for the Fourth Quarter (Twelve-Month Period) ended 31 December 2016(1) (Unaudited)
Attributable to owners of the company
Total
Non-
Controlling
interest
Total Equity
Non distributable Distributable
Share
Capital
Deficit in
business
combination
Other
reserve
Retained
Earnings
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 2 December 2015 1* - - - 1* - 1*
Issue of ordinary share 531,799 - - - 531,799 - 531,799
Effect of acquisition of a subsidiary - (434,710) 77,899 436,025 79,215 7,440 86,655
Foreign currency translation differences for
foreign operations - - - (133) (133) (346) (479)
Profit for the period - - 156,281 156,281 (148) 156,133
Total comprehensive income for the period - - - 156,148 156,148 (494) 155,654
At 31 December 2016 531,800 (434,710) 77,899 592,173 767,162 6,946 774,108
* Represents an amount of RM1.
Note:
(1) The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the Accountants' Report as disclosed in the Prospectus of the Company dated 30
December 2016 and the accompanying explanatory notes attached to these interim financial statements.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 7 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134
A1. Basis of Preparation
The condensed interim financial statements are unaudited and have been prepared in
accordance with the requirements of MFRS 134 Interim Financial Reporting and Paragraph
9.22 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This is the Company’s second interim financial report on its consolidated results for the fourth
quarter ended 31 December 2016 being announced by the Company in compliance with
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and as such, there
are no comparative figures for the preceding year’s corresponding period.
These interim financial statements should be read in conjunction with the Accountants’
Report as disclosed in the Prospectus of the Company dated 30 December 2016 and the
accompanying explanatory notes attached to these interim financial statements.
A2. Changes in accounting policies
The accounting policies adopted by the Group in this interim financial statements are
consistent with those adopted in the most recent audited financial statements for the
financial year ended 31 December 2015 and financial period ended 30 June 2016 except
for the following new MFRS. The following are accounting standards, amendments and
interpretations that have been issued by the Malaysian Accounting Standards Board
(“MASB”) but have not been adopted by the Group:
MFRS/ Amendment/ Interpretation Effective date
Amendments to MFRS 12, Disclosure of Interest in Other Entities
(Annual Improvements to MFRS Standards 2014-2016 Cycle) 1 January 2017
Amendments to MRTS 107, Statement of Cash Flows – Disclosure
Initiative 1 January 2017
Amendments to MFRS 112, Recognition of Deferred tax Assets for
Unrealized Losses 1 January 2017
Amendments to MFRS 2, Share – based payments – clarification
and measurement of Share-Based payment transaction 1 January 2018
Amendments to MFRS 7, Financial Instruments Disclosure –
Mandatory Effective Date of MFRS 9 and Transition Disclosure 1 January 2018
MFRS 9, Financial Instruments 1 January 2018
MFRS 15, Revenue from Contracts with Customers 1 January 2018
Clarifications to MFRS 15, Revenue from Contracts with
Customers 1 January 2018
IC Interpretation 22, Foreign Currency Transactions and
Advance Consideration 1 January 2018
Amendments to MFRS 1, First-time Adoption of Malaysian
Financial Reporting Standards (Annual Improvements to MFRS
Standards 2014-2016 Cycle)
1 January 2018
Amendments to MFRS 4, Insurance Contracts – Applying MFRS 9
Financial Instruments with MFRS 4 Insurance Contracts 1 January 2018
Amendments to MFRS 128, Investments in Associates and Joint
Ventures (Annual Improvements to MFRS Standards 2014-2016
Cycle)
1 January 2018
Amendments to MFRS 140, Investment Property – Transfers of
Investment Property 1 January 2018
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 8 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134 (CONT’D)
A2. Changes in accounting policies (Cont’d)
MFRS/ Amendment/ Interpretation Effective date
MFRS 16, Leases 1 January 2019
Amendments to MFRS 10, Consolidated Financial Statements and
MFRS 128, Investments in Associates and Joint Ventures – Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture
To be confirmed
The Group plans to apply:
from the annual period beginning on 1 January 2017 for those amendments that are
effective for annual periods beginning on 1 January 2017.
from the annual period beginning on 1 January 2018 for MFRS 9, MFRS 15, Clarifications
to MFRS 15, IC Interpretation 22, and Amendments to MFRS 128, which are effective for
annual period beginning on or after 1 January 2018.
from the annual period beginning on 1 January 2019 for the accounting standard that is
effective for annual periods beginning on or after 1 January 2019.
The initial application of the abovementioned accounting standards, amendments or
interpretations are not expected to have any material financial impacts to the financial
statements of the Group and the Company except as mentioned below:
(i) MFRS 15, Revenue from Contracts with Customers
MFRS 15 replaces the guidance in MFRS 111, Construction Contracts, MFRS 118, Revenue,
IC Interpretation 13, Customer Loyalty Programmes, IC Interpretation 15, Agreements for
Construction of Real Estate, IC Interpretation 18, Transfers of Assets from Customers and IC
Interpretation 131, Revenue Barter Transactions Involving Advertising Services. Upon
adoption MFRS 15, it is expected that the timing of revenue recognition might be different
as compared with the current practices.
The adoption of MFRS 15 will result in a change in accounting policy. The Group is currently
assessing the financial impact of adopting MFRS 15.
(ii) MFRS 9, Financial Instruments
MFRS 9 replaces the guidance in MFRS 139, Financial Instruments: Recognition and
Measurement on the classification and measurement of financial assets. Upon adoption of
MFRS 9, financial asset will be measured at either fair value or amortised cost. It is expected
that the Group’s investment in unquoted shares will be measured at fair value through other
comprehensive income.
The adoption of MFRS 9 will result in a change in accounting policy. The Group is currently
assessing the financial impact of adopting MFRS 9.
(iii) MFRS 16, Leases
MFRS 16 replaces the guidance in MFRS 117, Leases, IC Interpretation 4, Determining
whether an Arrangement contains a Lease, IC Interpretation 115, Operating Leases –
Incentives and IC Interpretation 127, Evaluating the Substance of Transactions Involving the
Legal Form of a Lease.
The Group is currently assessing the financial impact that may arise from the adoption of
MFRS 16.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 9 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134 (CONT’D)
A2. Changes in accounting policies (Cont’d)
(iv) Amendments to MFRS 128, Investments in Associates and Joint Ventures (Annual
Improvements to MFRS Standards 2014-2016 Cycle)
The amendments clarify that an entity, which is a venture capital organisation, or a mutual
fund, unit trust or similar entities, has an investment-by-investment choice to measure its
investments in associates and joint ventures at fair value.
The Group is currently assessing the financial impact that may arise from the adoption of
the amendments.
(a) Basis of measurement
The financial statements have been prepared on the historical cost basis other than
disclosed in the report.
(b) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the
Company’s functional currency.
(c) Use of estimates and judgements
The preparation of the financial statements in conformity with MFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimates are revised
and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have significant effect on the amounts recognized in
the financial statements.
A3. Auditors’ report
There was no qualification to the audited financial statements of the Company and its
subsidiaries for the financial year ended 31 December 2015 and period ended 30 June 2016.
A4. Seasonality and cyclicality of operations
The Group’s operations are not materially affected by any seasonal or cyclical factors .
A5. Unusual items due to the nature, size and incidence
There were no unusual items affecting the assets, liabilities, equity, net income or cash flows
for the current financial period.
A6. Changes in estimates
There were no changes in estimates that have a material effect in the current financial
period.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 10 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134 (CONT’D)
A7. Debt and equity securities
There were no unusual items affecting the debt and equity securities for the current financial
period.
A8. Significant and subsequent events
i) Significant events
On 25 May 2016, the Company entered into the Share Purchase Agreement with the
shareholders of Serba Dinamik Group Berhad (“SDGB”)(“Selling Shareholders”) for the
purchase by the Company from the Selling Shareholders of the entire issued and paid
up share capital of SDGB comprising 73,978,860 ordinary share of RM1.00 each for
total consideration of RM531,799,999 which was fully satisfied by the issuance of the
total of 1,063,599,998 ordinary share of RM0.50 each in the Company to the Selling
Shareholders in proportion to the shares in SDGB held by each of the Selling
Shareholder. Since then, the Company became the holding company of SDGB.
ii) Events during the year
On 1 January 2016, a subsidiary of the Group, Serba Dinamik Sdn Bhd, entered into
a sale of shares agreement for the acquisition of 100% equity interest in Supreme
Vista Industries Sdn Bhd for a cash consideration of RM2,004,255. The acquisition is
expected to be completed in the third quarter of 2017 following the payment of the
balance sum, which is payable in instalments until the completion date. The
completion date will be the date of the final and full payment by Serba Dinamik Sdn
Bhd.
On 20 February 2017, Serba Dinamik Sdn. Bhd. (“SDSB”), a wholly owned subsidiary
of Serba Dinamik Holdings Berhad entered into a Share Purchase Agreement
(“SPA”) for the acquisition of 400,000 ordinary shares in Konsortium Armanie Joint
Venture Sdn. Bhd. (“KAJV”) representing 40% of the total issues share capital for a
total cash consideration of RM 34,000,000 payable as follows:
Mode of settlement Timing RM Status*
(a) A cash payment
representing
approximately
5.9% of the
Purchase
Consideration
Upon the execution of
the SPA
2,000,000 Paid
(b) A cash payment
representing
approximately
4.1% of the
Purchase
Consideration
Upon the completion of
the legal and technical
due diligence or on the
Completion Date
(whichever is the later)
1,400,000 Paid
(c) Balance of the
remaining
Purchase
Consideration
On Completion Date 30,600,000 To be
completed
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 11 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134 (CONT’D)
A8. Significant and subsequent events (Cont’d)
ii) Events during the year (Cont’d)
The completion of the SPA is to take place within forty-five (45) business days from
the date of the execution of the SPA (or such other date as may be agreed in writing
between SDSB and the Vendors).
A9. Changes in the composition of the Group
There was no change in the composition of the Group during the current financial period
other than that as disclosed in note A8.
A10. Contingent assets and liabilities
There were no unusual items affecting the contingent liabilities for the current financial
period. The 100% corporate guarantee on the RM130.00 million and USD15.00 million
(exchange rate of USD1.00 to RM4.44 as at 27 February 2017) Islamic financing facilities
undertaken by the Group’s associate, Adat Sanjung Sdn Bhd’s wholly-owned indirect
subsidiary, One River Power Sdn. Bhd. have been reduced to a proportionate 30% share of
the corporate guarantee based on the Group’s equity interest in Adat Sanjung Sdn Bhd
upon the registration of the Prospectus in respect of the Group’s Listing.
A11. Capital commitments
There were no capital commitments for capital expenditure for the current financial period,
save for the total investment of approximately USD1.12 million (exchange rate of USD1.00 to
RM4.44 as at 27 February 2017) for the 0.8 MW gas power plant for Ambon City Centre
Shopping Mall.
A12. Taxation
Taxation comprises the following:
Individual Quarter Cumulative Period
Current Year
Quarter
Preceding
year
Corresponding
Quarter
Twelve
Months
to
Twelve
Months
to
31/12/16 31/12/15(1) 31/12/16 31/12/15(1)
RM’000 RM’000 RM’000 RM’000
Current Taxation:
Malaysian Taxation 6,123 NA 6,203 NA
Foreign Taxation 369 NA 878 NA
Total Current Taxation 6,492 NA 7,081 NA
Deferred Taxation 724 NA 4,160 NA
Total Taxation 7,216 NA 11,241 NA
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 12 of 21
PART A: EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS
PER MFRS 134 (CONT’D)
A12. Taxation (Cont’d)
Note:
(1) No comparative figures for the preceding year are presented as this is the second
interim financial report on the consolidated results for the period ended 31 December
2016 being announced by the Company in compliance with the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
N/A Not applicable.
The Group are subject to income tax at the applicable statutory tax rates in Malaysia and
overseas with foreign subsidiaries. Domestic income tax is calculated at the Malaysian
statutory tax rate of 24% of the estimated assessable profit for the year. Taxation for other
jurisdiction is calculated at the rates prevailing in the respective jurisdictions. Under the
preferential tax treatments given to Labuan entities incorporated or registered under the
Labuan Companies Act 1990, a subsidiary has qualified and elected to pay tax of RM 20,000
per annum. Income derived from sources outside Malaysia and received in Malaysia is
exempt from Malaysian income tax by virtue of Subparagraph 28(1), Schedule 6 of the
Income Tax Act 1967.
(The rest of the page is left intentionally blank)
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 13 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA
B1. Review of Performance
i) Current quarter vs Corresponding quarter of the preceding year
Revenue Operating profit
From 01 October Until 31
December
From 01 October Until 31
December
31/12/2016 31/12/2015 31/12/2016 31/12/2015
RM’000 RM’000 RM’000 RM’000
Business Segments:
O&M 632,719 NA 113,851 NA
EPCC 98,518 NA 16,945 NA
Others 532 NA 128 NA
Group Revenue/Operating
Profit 731,769 NA 130,924 NA
Corporate Expenses and
Elimination (27,004) NA
Profit Before Tax 103,920 NA
Group Level Review
The group recorded a revenue of RM731.77 million which was mostly generated by our O&M
segment followed by the EPCC segment and the other supporting services segment
respectively. Our revenue was mainly derived from foreign operations whereby our Middle
East operations contributed 56.4% of our total revenue for the quarter. The local operations
remained as our largest contributing country whereby 34.2% of our revenue was generated
from our local contracts.
Business Segments Review:
O&M
Our O&M operations remained as the major contributor for our revenue with a total
contribution of 86.5% of the total revenue or RM632.7 million. The biggest contributors for this
revenue were Malaysia followed by Qatar and the Kingdom of Saudi Arabia, which
generated 31.0%, 21.8%, and 15.0% of the revenue for the segment respectively.
EPCC
Our EPCC operations for the quarter contributed 13.5% of the total revenue which was
mainly derived from our Malaysian operations. The majority of the revenue for this segment
came from our contracts with Sarawak Shell Sdn. Bhd., Petronas Methanol (Labuan) Sdn Bhd
and Petrofac E&C Sdn. Bhd.
Others
The revenue of our other supporting services segment’s contribution remained at 0.07% of
the total revenue. This was mainly derived from the provision of IT related services and
technical training through our approved training programs.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 14 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B1. Review of Performance (Cont’d)
ii) Current period vs Corresponding period of the preceding year
Revenue Operating profit
From Date of Incorporation
until 31 December
From Date of Incorporation
until 31 December
31/12/2016 31/12/2015 31/12/2016 31/12/2015
RM’000 RM’000 RM’000 RM’000
Business Segments:
O&M 1,237,488 N/A 231,093 N/A
EPCC 154,433 N/A 25,465 N/A
Others 3,308 N/A 713 N/A
Group revenue/operating
profit 1,395,229 N/A 257,271 N/A
Corporate Expenses and
Elimination N/A (89,897) N/A
Profit before tax 167,374 N/A
Group Level Review
Serba Dinamik Holdings Berhad started generating income after the acquisition of Serba
Dinamik Group, which was completed on the 25th of May 2016. Prior to this acquisition, the
company did not have any revenue generating activities. Post-acquisition, Serba Dinamik
holdings generated RM1.4 billion up to 31/12/2016 which was mainly contributed by its O&M
segment.
B2. Segment Information
The Group has three reportable segments, as described below which are the Group’s
strategic business units. For each of the strategic business units, the Group Chief Executive
Officer, reviews internal management report quarterly. The following described the
operations in each of the Group’s reportable segments.
O&M - Operation and maintenance which include maintenance, repair and
overhaul of rotating equipment, inspection, repair and maintenance of static
equipment and structure, maintenance of process control and
instrumentation and other related services.
EPCC - Engineering, procurement, construction and commissioning which include
among others, piping systems, process control and instrumentation,
equipment installation, power generation plant, gas compression plant,
auxiliary power generation and firefighting system and other related services
Others - Technical training, information, communication and technology (“ICT”)
solutions and supply of products and parts.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 15 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B2. Segment Information (Cont’d)
Segmental revenue by business activities
From Date incorporated until 31
December 2016
Revenue Segment profit
RM’000 RM’000
O&M 1,237,488 231,093
EPCC 154,433 25,465
Others 3,308 713
Total 1,395,229 257,271
Unallocated costs (72,632)
Finance income 1,799
Finance Costs (19,064)
Profit before tax 167,374
Segmental Revenue by countries
Individual Quarter Cumulative Quarter
From 01 October Until 31
December
From Date of Incorporation
until 31 December
31/12/2016 31/12/2015 31/12/2016 31/12/2015
RM’000 RM’000 RM’000 RM’000
Business Segments:
Malaysia 250,105 N/A 493,373 N/A
Turkmenistan 772 N/A 30,839 N/A
Qatar 138,344 N/A 260,249 N/A
Kuwait 22,163 N/A 47,163 N/A
UAE 71,828 N/A 113,636 N/A
Kingdom of Saudi
Arabia
95,066 N/A 164,659 N/A
Indonesia 66,808 N/A 108,605 N/A
Oman 22,394 N/A 33,812 N/A
Bahrain 62,801 N/A 141,405 N/A
United Kingdom 1,488 N/A 1,488 N/A
Total 731,769 N/A 1,395,229 N/A
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 16 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B3. (a) Commentary on prospects
The Malaysian economy has recorded a growth of 4.3% and 4.5% for the third and fourth
quarters of 2016 respectively. This growth was driven by the manufacturing and services
sectors on the supply sides and domestic consumption on the demand side.
Furthermore, domestic investment will continue to be anchored by the on-going
implementation of infrastructure projects and capital spending in the manufacturing
and services sectors.
On the Oil and Gas front, the Brent Crude spot price continued its recovery and had
reached a 97% higher position than its 2016 low of USD27/bbl in January 2016. This
recovery is further witnessed by the decline in OECD inventories in the 3rd quarter of 2016.
As global supply and demand come closer to a balance we anticipate an improvement
in the future prospects of the industry and on our future earnings.
Serba Dinamik Holdings as an energy engineering solutions provider plans to leverage
on its expertise and reputation to strengthen its global positioning in the countries it
currently operates in. This will be done with an additional focus on the power generation
and water treatment industries as the demand for power and water is significantly
growing in South East Asia and the Middle East presenting the Group with many potential
opportunities.
Overall, the management is optimistic about the future prospects which will lead the
company to successfully meet its targets for the year.
(Sources: Economic and Financial Developments in the Malaysian Economy in the Fourth Quarter
of 2016, Bank Negara Malaysia;
PWC Oil price update Q4 2016, PwC)
(b) Revenue or profit estimate, forecast, projection or internal targets
The Company has not provided any revenue or profit estimate, forecast, projection or
internal targets in any previous announcement or public document.
B4. Status of corporate proposals announced
In conjunction with and as an integral part of the listing of and quotation for the entire issued
and paid-up share capital of the Company on Bursa Malaysia Securities Berhad, the
following transactions were /are undertaken by the Company:
(i) Initial Public Offering (“IPO”)
The Company had on 30 December 2016 issued its Prospectus to undertake the IPO
of 389,400,000 ordinary shares of RM0.50 each in our Company, representing
approximately 29.17% of the enlarged issued and paid-up share capital of our
Company, comprising the following:
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 17 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
(i) Initial Public Offering (“IPO”) (Cont’d)
(a) an offer for sale by the Selling Shareholders of up to 118,000,000 offer shares,
representing up to 8.84% of the enlarged issued and paid-up share capital
of our Company; and
(b) a public issue of 271,400,000 issue shares, representing 20.33% of the enlarged
issued and paid-up share capital of our Company.
which involves:
(1) Institutional offering involving the offering of up to 341,300,000 IPO shares
(comprising up to 118,000,000 offer shares and 223,300,000 issue shares) at
the institutional price, representing up to approximately 25.57% of the
enlarged issued and paid-up share capital of our Company in the following
manner:
(i) up to 118,000,000 offer shares and 35,525,000 issue shares to Bumiputera
investors approved by the MITI; and
(ii) 187,775,000 issue shares to Malaysian institutional and selected investors
(other than Bumiputera investors approved by the Ministry of
International Trade and Industry).
(2) Retail offering involving the offering of 48,100,000 issue shares at the retail
price, representing approximately 3.60% of the enlarged issued and paid-up
share capital of our Company in the following manner:
(i) 21,400,000 issue shares reserved for application by the eligible persons.
(ii) 26,700,000 issue shares are reserved for application by the Malaysian
Public, of which 13,350,000 issue shares have been set aside for
application by Bumiputera individuals, companies, co-operatives,
societies and institutions.
(ii) Listing
The listing of and quotation for the Company’s enlarged issued and paid-up share
capital of RM1,335,000,000 ordinary shares of RM0.50 each on the Main Market of
Bursa Malaysia Securities Berhad was completed on 8 February 2017.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 18 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B4. Status of corporate proposals announced (Cont’d)
(iii) Utilisation of Proceeds from Public Issue
The gross proceeds from the Public Issue of RM407.10 million shall be utilised in the
following manner:
Details of utilisation of
proceeds
Estimated
timeframe for
utilisation from
the date of our
Listing RM ’000 %
Amount
Utilised to
the date of
this report
RM ‘000
%
Utilised
Expansion of business
and operational
facilities
Within 12 to 36
months
300,000 73.69 - -
Working capital Within 36
months
29,300 7.20 10,000 34.13
Repayment of bank
borrowings/financing
Within 12
months
60,000 14.74 60,000 100.00
Estimated listing
expenses Within 6
months
17,800 4.37 13,718 77.07
Total gross proceeds 407,100 100.00 83,718
The utilisation of the proceeds as disclosed above should be read in conjunction
with the Prospectus of the Company dated 30 December 2016.
(iv) Certificate of Completion and Compliance (“CCC”)
As disclosed in the Prospectus dated 30 December 2016, for properties where
application of CCC is required to be made within 12 months from the date of the
Listing, the updates of the properties are as follows:
No. Details Status
1. Lot 973, Block 26 Kemena Land District,
Kidurong Industrial Estate, Bintulu, Sarawak
The Company is in the process
of preparing an application
for the CCC
2. Lot 5845, Block 5 Kuala Baram Land
District, Kuala Baram/ Lutong Road, Miri,
Sarawak
The Company is in the process
of preparing an application
for the CCC
3. Service centre on Lot No. 3B (1R1/05),
Rancha-rancha Light Industrial Estate, off
Jalan Rancha-rancha, Federal Territory of
Labuan
Application submitted on 8
February 2017. Awaiting
approval from the authorities
4. Service centre on Lot 9, Jalan Arsat, MPL
Light Industrial Estate, Federal Territory of
Labuan
The landlord is in the process of
preparing an application for
the CCC
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 19 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B4. Status of corporate proposals announced (Cont’d)
(i) Certificate of Completion and Compliance (“CCC”) (Cont’d)
For Lot 5845, Block 5 Kuala Baram Land District, Kuala Baram/ Lutong Road, Miri,
Sarawak, the company is in the midst of preparing the application for the
conversion of the land status from agricultural status to industrial status. The
company is currently operating under a provisional approval to operate for five
years effective from 11 January 2016
B5. Borrowings
The Group’s borrowings as at 31 December 2016 are as follows:
31/12/16
RM’000
31/12/15
RM’000(1)
Short term borrowings
Secured
Unsecured
586,823
-
NA
NA
586,823 NA
Long term borrowings
Secured
Unsecured
19,242
-
NA
NA
19,242 NA
Total 606,065 NA
Borrowings denominated in foreign currency are as follows:
Currency 31/12/16
RM’000
31/12/15
RM’000(1)
USD 370,538 NA
IDR 1,929 NA
Note:
(1) No comparative figures for the preceding year are presented as this is the second
interim financial report on the consolidated results for the period ended 31
December 2016 being announced by the Company in compliance with the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad.
N/A Not applicable.
B6. Material litigation
As at the date of this report, the Group is not engaged in any material litigation, claims or
arbitration, either as plaintiff or defendant, and our Directors have no knowledge of any
proceeding pending or threatened or of any facts likely to give rise to any proceedings
which may materially and adversely affect the financial or business position of the Group.
B7. Dividend
No dividends were declared for the period ended 31/12/2016.
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 20 of 21
PART B: EXPLANATORY NOTES PURSUANT TO APPENDIX B OF THE LISTING REQUIREMENTS OF BURSA
MALAYSIA (CONT’D)
B8. Earnings per ordinary share
Basic and diluted earnings per ordinary share
The calculation of basic and diluted earnings per share at 31 December 2016 was based on
the profit attributable to ordinary shareholders and a weighted average number of ordinary
share outstanding, calculated as follows:
From 01 October
until 31
December 2016
From date of
incorporation
Until 31/12/2016
RM’000 RM’000
Profitable attributable to ordinary shareholders 100,223 156,148
Weighted average number of ordinary shares 1,063,600 1,063,600
Basic and diluted earnings per ordinary share
(sen) 9.42 14.68
B9. Profit for the period
This is arrived after (charging)/crediting
Individual
quarter ended
Cumulative
period
31/12/16 25/05/15-
31/12/16
RM’000 RM’000
Interest income 1,412 1,799
Interest expense (10,486) (19,064)
Depreciation (12,143) (28,641)
Allowance for diminution in value of other
investments - (54)
Property, plant and equipment written off - (431)
Unrealised foreign exchange gain/ (loss) 1,506 (230)
B10. Breakdown of realised and unrealised profits or losses
The breakdown of the retained earnings of the Group, into realised and unrealised earnings,
is as follows:
31/12/16
RM’000
31/12/15
RM’000(1)
Total retained earnings of the Company and
its subsidiaries:
- Realised 596,503 NA
- Unrealised 977 NA
Less: Consolidated adjustments (5,307) NA
Retained earnings as per financial statements 592,173 NA
SERBA DINAMIK HOLDINGS BERHAD (COMPANY NO: 1167905-P)
INCORPORATED IN MALAYSIA
Page 21 of 21
By order of the Board
Shah Alam, Selangor Darul Ehsan
28 February 2017